Shareholders of Columbia Financial (NASDAQ: CLBK) approve merger, conversion and pay votes

Rhea-AI Filing Summary

Columbia Financial, Inc. held its annual shareholder meeting on June 25, 2026, where investors approved a Plan of Conversion and Reorganization and the Agreement and Plan of Merger with Northfield Bancorp, Inc. Shareholders also supported related governance provisions, director elections, auditor ratification, and executive compensation proposals.

Key items passed with large majorities, including the merger proposal and two informational charter provisions covering super-majority voting for certain amendments and limits on voting rights above 10% ownership. All three director nominees were elected, KPMG LLP was ratified as independent auditor for 2026, and stockholders backed both say-on-pay and holding an annual advisory vote on executive compensation.

Insights

Corporate governance analyst

Shareholders approved Columbia Financial’s conversion, merger, and key governance proposals.

Columbia Financial’s shareholders endorsed both the Plan of Conversion and Reorganization and the Agreement and Plan of Merger with Northfield Bancorp, Inc., each receiving very strong support. This indicates broad backing for the company’s strategic and structural plans outlined in these proposals.

Investors also approved charter provisions involving super-majority voting for certain amendments and a 10% voting-rights limit, alongside all director nominees, auditor ratification, and advisory executive pay proposals. These results collectively provide a clear mandate for the board’s current direction, while future filings will reflect how the approved conversion and merger proceed.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Conversion proposal support: 97,596,046 votes for Merger proposal support: 97,556,753 votes for Super-majority charter provision support: 89,185,393 votes for +4 more

7 metrics

Conversion proposal support 97,596,046 votes for Plan of Conversion and Reorganization approval

Merger proposal support 97,556,753 votes for Agreement and Plan of Merger with Northfield Bancorp, Inc.

Super-majority charter provision support 89,185,393 votes for Informational proposal on super-majority voting for certain amendments

10% voting-rights limit support 89,139,304 votes for Informational proposal limiting voting rights above 10% ownership

Auditor ratification support 100,166,729 votes for Ratification of KPMG LLP as auditor for fiscal year 2026

Say-on-pay support 96,704,947 votes for Advisory approval of named executive officers’ compensation

Annual say-on-pay frequency votes 91,249,035 votes for 1 year Frequency of advisory vote on executive compensation

Key Terms

Plan of Conversion and Reorganization, Agreement and Plan of Merger, broker non-votes, super-majority vote, +2 more

6 terms

Plan of Conversion and Reorganization regulatory

"The approval for the Plan of Conversion and Reorganization (the "Columbia Conversion Proposal")."

Agreement and Plan of Merger regulatory

"The approval of the Agreement and Plan of Merger, dated as of January 31, 2026, by and among the Company..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

broker non-votes financial

"There were 2,801,726 broker non-votes on the proposal."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

super-majority vote regulatory

"approval of a provision in Columbia Financial, Inc.'s articles of incorporation requiring a super-majority vote to approve certain amendments..."

independent registered public accounting firm financial

"The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory (non-binding) basis financial

"The approval, on an advisory (non-binding) basis, of the compensation of Columbia Financial's named executive officers"

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Available on EDGAR 06/25/2026 - 04:44 PM Accepted by SEC EDGAR 06/25/2026 - 04:44 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 25, 2026

Columbia Financial, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-38456			22-3504946
(State or other jurisdiction			(Commission			(IRS Employer
of incorporation)			File Number)			Identification Number)

19-01 Route 208 North, Fair Lawn, New Jersey 07410

(Address of principal executive offices)

(800) 522-4167

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common stock, $0.01 par value per share			CLBK			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to vote of Security Holders

The annual meeting of shareholders of Columbia Financial, Inc. (the "Company" or "Columbia Financial") was held on June 25, 2026. The final results of each of the matters submitted to a vote of shareholders at the annual meeting are as follows:

1.The approval for the Plan of Conversion and Reorganization (the "Columbia Conversion Proposal").

FOR			AGAINST			ABSTAIN
97,596,046			168,100			18,738

There were 2,801,726 broker non-votes on the proposal.

2. The approval of the Agreement and Plan of Merger, dated as of January 31, 2026, by and among the Company, Columbia Financial, Inc., a Maryland corporation ("Columbia Financial, Inc."), Columbia Bank MHC and Northfield Bancorp, Inc. and the transactions contemplated thereby, including the issuance of shares of Columbia Financial, Inc. common stock as merger consideration (the "Columbia Merger Proposal").

FOR			AGAINST			ABSTAIN
97,556,753			206,041			20,090

There were 2,801,726 broker non-votes on the proposal.

3. The approval of an informational proposal regarding approval of a provision in Columbia Financial, Inc.'s articles of incorporation requiring a super-majority vote to approve certain amendments to Columbia Financial, Inc.'s articles of incorporation.

FOR			AGAINST			ABSTAIN
89,185,393			8,573,775			23,716

There were 2,801,726 broker non-votes on the proposal.

4. The approval of an informational proposal regarding approval of a provision in Columbia Financial, Inc.'s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Columbia Financial, Inc.'s outstanding voting stock.

FOR			AGAINST			ABSTAIN
89,139,304			8,601,843			41,737

There were 2,801,726 broker non-votes on the proposal.

5a. Election of Director to a three-year term: Dennis E. Gibney

FOR			AGAINST			WITHHELD
97,212,793			417,936			152,155

There were 2,801,726 broker non-votes on the proposal.

2

5b. Election of Director to a three-year term: Robert Van Dyk

FOR			AGAINST			WITHHELD
94,025,149			723,053			3,034,682

There were 2,801,726 broker non-votes on the proposal

5c. Election of Director to a three-year term: James H. Wainwright

FOR			AGAINST			WITHHELD
95,562,387			341,307			1,879,190

There were 2,801,726 broker non-votes on the proposal.

6. The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

FOR			AGAINST			ABSTAIN
100,166,729			302,780			115,101

There were no broker non-votes.

7. The approval, on an advisory (non-binding) basis, of the compensation of Columbia Financial's named executive officers

FOR			AGAINST			ABSTAIN
96,704,947			848,737			229,200

There were 2,801,726 broker non-votes on the proposal.

8. The approval, on an advisory (non-binding) basis, of the frequency of the vote on the compensation of Columbia Financial's named executive officers.

1 YEAR			2 YEARS			3 YEARS			ABSTAIN
91,249,035			4,078,806			2,114,194			340,849

There were 2,801,726 broker non-votes on the proposal.

In light of the voting results with respect to the frequency of the advisory stockholder vote on executive compensation, the Company's Board of Directors has determined that the Company will hold an annual advisory vote on the compensation of named executive officers until the next required advisory vote on the frequency of stockholder votes on the compensation of executives.

Each proposal considered and voted on was approved by the requisite vote of Columbia Financial's shareholders. Because a quorum was present at the annual meeting and the Columbia Conversion Proposal and the Columbia Merger Proposal received the requisite votes needed for approval, a vote on a proposal to adjourn the annual meeting was withdrawn and not called.

3

Item 9.01 Financial Statements and Exhibits

        (d) Exhibits

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

4

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

Date:

June 25, 2026

/s/Dennis E. Gibney

Dennis E. Gibney

1st Senior Executive Vice President, Chief Banking Officer

5

FAQ

What did Columbia Financial (CLBK) shareholders decide about the conversion plan?

Shareholders approved the Plan of Conversion and Reorganization with 97,596,046 votes for, 168,100 against, and 18,738 abstentions. There were 2,801,726 broker non-votes, but the proposal still received the requisite support to pass.

How did Columbia Financial (CLBK) shareholders vote on the Northfield merger proposal?

The merger proposal with Northfield Bancorp, Inc. was approved with 97,556,753 votes for, 206,041 against, and 20,090 abstentions. There were also 2,801,726 broker non-votes recorded on this proposal, but it still met the required approval threshold.

What governance-related charter provisions did Columbia Financial (CLBK) shareholders support?

Shareholders backed an informational super-majority voting provision and a 10% voting-rights limitation. The super-majority item received 89,185,393 votes for, while the 10% limit received 89,139,304 votes for, each with over 8.5 million votes against and 2,801,726 broker non-votes.

Were Columbia Financial’s (CLBK) director nominees elected at the 2026 annual meeting?

Yes. Dennis E. Gibney, Robert Van Dyk, and James H. Wainwright were all elected to three-year terms. Each nominee received over 94 million votes for, along with varying against and withheld votes, plus 2,801,726 broker non-votes on each election proposal.

Did Columbia Financial (CLBK) shareholders approve say-on-pay and auditor ratification?

Shareholders ratified KPMG LLP as auditor for 2026 with 100,166,729 votes for and approved executive compensation on an advisory basis with 96,704,947 votes for. They also selected an annual advisory vote frequency, supported by 91,249,035 votes for the one-year option.

How often will Columbia Financial (CLBK) hold advisory votes on executive compensation?

Shareholders favored an annual advisory vote on executive compensation, with 91,249,035 votes for one year, exceeding votes for two- or three-year options. The board decided the company will hold an annual advisory vote until the next required frequency vote occurs.

Filing Exhibits & Attachments

3 documents

Other Documents

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